7 questions about shareholders' dividends!

Question of dividend one

At the end of the year, shareholders must divide the dividends. Do you have to divide the dividend ratio according to the investment ratio?

reply:

Not necessarily, all shareholders signed the "Shareholders Agreement" to stipulate that they are not divided into dividends in accordance with the investment ratio.

remind:

1. All shareholders agree that it is legally valid and valid.

2. Note that all shareholders agreed, not shareholders who pass by more than two -thirds of voting rights or more than one -half of the voting rights.

refer to:

Article 34 of the Company Law: Shareholders shall be divided into dividends in accordance with the proportion of capital contribution; when the company adds capital, shareholders have the right to give priority to the payment of contributions in accordance with the actual capital contribution ratio. However, all shareholders' agencies do not grant dividends in accordance with the funding ratio or except for the funding ratio of the contribution ratio.

special reminder:

1. The "Company Law" stipulates that shareholders will get dividends in accordance with the actual capital contribution ratio instead of subscribing.

2. In the absence of any actual capital contribution, if you want to make dividends in accordance with the proportion of contributions or do not pay in accordance with the proportion of the actual capital contribution, you need to be approved by the provisions of Article 34 of the Company Law.

About dividend issues 2

Can the company's losses be divided into shareholders?

reply:

The company's losses cannot be divided into shareholders.

refer to:

The "Company Law" stipulates:

When the company allocates after -tax profits of the year, 10 % of the profits should be extracted in the company's legal provident fund. For more than 50 % of the company's legal provident fund's cumulative amount of registered capital for the company, it may no longer withdraw it.

If the company's legal provident fund is not enough to make up for losses in the previous year, before withdrawing the statutory provident fund in accordance with the previous paragraph, the profit should be made up for the losses.

After the company withdraws from the legal provident fund from the after -tax profits, it can also withdraw any provident fund from the after -tax profit after deciding by the shareholders 'meeting or the shareholders' meeting.

After the company compensates for losses and withdrawn from the after -tax profit after the provident fund, the limited liability company is allocated in accordance with the provisions of Article 35 of the Law; Except for the distribution.

The shareholders 'meeting, shareholders' meeting, or board of directors violated the preceding paragraph that when the company allocated losses and withdraws the profit to shareholders before the company compensates for losses and withdraws from the statutory provident fund, the shareholders must refund the profits that violate the regulations.

The company's shares held by the company do not allocate profits.

Question three of dividends

Is the company profitable but regardless of dividends?

reply:

The company is profitable and can not be divided into shareholders. There is no hard requirement for this tax.

remind:

In the past five consecutive years, the company's profit, but without paying profit for shareholders for five consecutive years, shareholders can ask the company to acquire their own equity. The company will provide the acquisition plan and pay to the shareholders' reasonable price. The shareholders complete the refund of the shares.

refer to:

Article 74 of the "Company Law" has one of the following circumstances, shareholders who vote for the resolution of the shareholders' meeting may request the company to acquire its equity at a reasonable price:

(1) The company does not allocate profits to shareholders for five consecutive years, and the company has been profitable in five years, and meets the distribution of profit conditions stipulated in this Law;

(2) The company's merger, separate, and transfer main property;

(3) The expiration of the business period stipulated by the company's articles of association or other dissolution stipulated in the articles of association occurs. The shareholders' meeting passed the resolution to modify the articles of association to make the company's existence. Within 60 days from the date of the decision of the shareholders 'meeting, the shareholders and the company cannot reach an equity acquisition agreement, and the shareholders may file a lawsuit with the people's court within 90 days from the date of the decision to the shareholders' meeting.

Question 4

Our company's shareholding is 10%of the investors. Can I not obtain dividend dividends in accordance with the proportion of shares? Does this dividend still enjoy levy corporate income tax?

reply:

1. You can get bonus in accordance with the investment ratio, and all shareholders need to be agreed;

2. Your company has obtained investment income that does not pay dividends in the proportion of equity, and you can enjoy the discount of levying corporate income tax.

Reference 1:

Article 34 of the "Decision of the People's Republic of China" of the Standing Committee of the National People's Congress stipulates that Article 34 of the Decision of the People's Republic of China stipulates that shareholders shall be divided into dividends in accordance with the actual capital contribution ratio; The proportion of capital contribution is subscribed for contributions. However, all shareholders' agencies do not grant dividends in accordance with the funding ratio or except for the funding ratio of the contribution ratio.

Reference 2:

The State Administration of Taxation, Xiamen Taxation Bureau on April 7, 2020, on the issue of 12366 taxation service platform. "In the case of no dividend of the equity ratio, can the investment income obtained by the investment income of corporate income taxes?" According to Article 26 of the "Enterprise Income Tax Law" (Chairman of the People's Republic of China): "The following income of an enterprise is tax -free income: ... (2) the equity, dividends and interests between the eligible residents enterprises Sex investment income; (3) Non -resident enterprises that set up institutions and venues in China have obtained the equity investment income of dividends, dividends such as dividends, dividends such as the agency, and the market; ... "

2. According to Article 83 of the Implementation Regulations of the Enterprise Income Tax Law: "Article 26 of the Enterprise Income Tax Law (Article 26) of the Eligible Enterprises in the Elite Enterprise in the Enterprise Enterprise It refers to the investment income obtained by residents' direct investment in other residents. Article 26 (2) of the corporate income tax law and the dividend, dividend and other equity investment income referred to in item (3), does not include continuous holdings of continuous holdings Investment income obtained by the public enterprise publicly issued and listed on the listing of stocks. "

What is the holding of the shareholding? Is the tax law recognizing the phenomenon of holding holdings? Do you have to pay a tax on your behalf of the shareholders?

reply:

The so -called holding of shares is actually a way to entrust shares. The entrusted person entrusts the trustee to hold a legal act on behalf of the target company's shares. The holding agreement is valid.

There are mainly the following four forms to summarize the shares:

1. The employee shares or unions hold the shares;

Second, natural persons "substitute holdings", that is, a few shareholders signed the "commission investment agreement" with the so -called "well -known shareholders" and "hidden shareholders" to establish a shareholding relationship;

3. "Shell Company" holding shares, that is, a number of companies first set up by natural person shareholders, and then invested by these companies to actual operating companies. Natural person shareholders are indirectly holding shares;

Fourth, the trust agency holds the shareholding.

In terms of tax law, there is no concept of nominal shareholders and actual shareholders. The shareholders in the tax law are the shareholders of shareholders shown when the company's industrial and commercial registration is registered. Once the shareholders' roster showed by the company's industrial and commercial registration changes, it is necessary to pay corporate income tax or personal income tax in accordance with the relevant provisions of equity transfer. The shareholders have to pay a tax on behalf of shareholders.

Question of dividend 6

Our enterprise invested in the B. In December 2020, according to the shareholders' decision, our company should obtain a profit dividend of one million yuan. In June 2021, the dividend will be received. When will the investment income confirm the income at the corporate income tax? When is the time of taxation?

reply:

Confirmation of revenue in December 2020:

Borrow: Return to pay a million yuan

Loan: Investment income is one million yuan

Received in June 2021:

Borrow: bank deposit of one million yuan

Loan: 1 million yuan in receivables

remind:

The time of tax taxation obligations for corporate income tax is the date of profit distribution or conversion decision by the investor's shareholders 'shareholders or shareholders' conferences.

refer to:

"Notice on Implementing Several Taxes of Enterprise Income Tax Law" (Guate Tax Letter [2010] No. 79):

Fourth, the confirmation of the income of equity investment income on dividends and dividends

Enterprise equity investment has obtained income of dividends and dividends, and the date of profit distribution or conversion decision on the shareholders 'shareholders or shareholders' conferences of the investment enterprise shall determine the realization of income.

Question of dividend seven

Natural person shareholders A, in December 2020, according to the resolution of the shareholders' meeting, the profit dividend should be one million yuan, and the dividend will arrive in June 2021. What time is the taxpayment of the dividend on the personal income tax?

reply:

The deduction obligation is performed at the time of payment, so the tax obligation of the tax is the date of each dividend.

Reference 1:

Article 9 of the Personal Income Tax Law stipulates: "Personal income taxes are taxpayers with income, and the unit or individual who pays the income as the deduction obligations."

Reference 2:

Article 12 of the "Personal Income Tax Law" stipulates: "Taxpayers obtain interest, dividends, dividends, and income from property leasing, property transfer income and accidental income. The deduction obligations shall pay taxes on a monthly or submitted deduction. "

Reference three:

The "Notice on Interest, dividend, and dividend income income" (National Taxation Letter [1997] No. 656) has also made it clear that the withdrawal obligor will belong to the interest, dividend, and dividend income of the taxpayer. The distribution of people's accounting accounts under the personal name, and the income owner has the right to withdraw at any time. In this case, the deduction obligor to distribute interest, dividends, and dividends to the personal name, that is, the payment should be considered. Personal income tax shall be paid in accordance with tax regulations.

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